Temple Physicians Inc.

“Explanation: pursuant to the organization's bylaws, the executive committee consists of the chair, the vice-chair, the chief executive officer of the organization and such other directors appointed by the chair. The executive committee is authorized to act for the board between its regular meetings.”

“Explanation: the sole member of the organization is temple university health system, inc. The member has the power to appoint and remove the organization's board of directors. The approval of the member is required for any of the following actions by the organization, (a) any dissolution or liquidation, (b) any merger, (c) any amendments to the articles of incorporation, (d) any amendments to the bylaws regarding the member, the number of directors, quorum or voting requirements, (e) the sale, pledge, lease (but only a lease from the organization of substantially all of the organization's real property), or transfer of the assets of the organization other than transactions occurring in the ordinary course of business, (f) any decision to merge with, acquire or enter into an affiliation with medical schools or medical school hospitals other than the university's, (g) the deletion of any clinical programs that are needed for the accreditation of the temple university school of medicine, (h) the adoption of the organization's annual capital and operating budgets, (i) the issuance or assumption of any indebtedness in excess of five hundred thousand ($500,000) and (j) the execution of any contract providing for the management of the organization.”

“Explanation: please refer to the response for line 6”

“Explanation: please refer to the response for line 6”

“Explanation: after review by management and outside tax counsel, the 990 and 990t (if any) are posted to the website of the secretary's office. Each board member is contacted and provided with the web address. A board member without internet access is provided a paper copy to review. The website and paper mailing have an overview of the 990 and 990t preparation process and internal reviews. Each board member is asked to review the 990 and 990t within 2 weeks and contact the chief financial officer with any questions.”

“Explanation: the office of the secretary provides each director and officer with copies of the conflict of interest policy and a disclosure statement to be completed on an annual basis. The office of the secretary reviews the completed disclosure statements which are then reviewed in summary format by a committee of the board of directors and any recommended actions are presented to the full board of directors. In addition to completing the annual disclosure statement, directors and officers must disclose potential or actual conflicts on an ongoing basis as matters arise. All disclosures are evaluated and a determination of whether a conflict exists is made by the board or a committee of the board. All employees are subject to a conflict of interest policy that is monitored by the office of the secretary.”

“Explanation: there is a compensation committee that reviews and approves all total compensation of executive / key personnel at temple university health system through an evaluation performed by an external compensation expert before the compensation is approved.”

“Explanation: the unaudited internal financial statements of temple university health system and certain of its related organizations are distributed and made available to the public at the end of each quarter per the health system's continuing disclosure agreement through digital assurance corp (dac), the municipal services reporting boards emma disclosure site and the health system's financial web site. The annual audited financial statements are also released to the public in the same manner. To the extent required by applicable law, the organization makes its governing documents available to the public upon request.”

“Welfare benefits trust adjustment -44,560. Other -801.”